Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change Relating to the Relocation of Equities Trading After the Acquisition of the Exchange by NYSE Euronext

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder, notice is hereby given that on July 28, 2008, the American Stock Exchange LLC (“the Amex” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange is submitting this rule filing in order to implement the relocation (the “Equities Relocation”) of all equities trading conducted on or through the Amex's systems and facilities to the trading systems and facilities operated by NYSE Market, Inc., (“NYSE”) in connection with the acquisition of the Amex's parent corporation, The Amex Membership Corporation, by NYSE Euronext. In connection with such acquisition, the Amex will be renamed NYSE Alternext U.S. LLC (“NYSE Alternext”).

The text of the proposed rule change is available at the Amex's principal office, the Commission's Public Reference Room, and http://www.amex.com .

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the Amex included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

In order to implement the Equities Relocation, the Exchange proposes to amend its existing rules as needed and to adopt, subject to such changes as are necessary to apply the rules to the Exchange, NYSE Rules 1-1004 applicable to transactions conducted on NYSE systems and facilities and governing the off-floor conduct of members and member organizations.

Background and Post-Merger Structure

As described more fully in the rule filing concerning the Mergers, upon completion of the Mergers, the Amex will become one of the U.S. Regulated Subsidiaries of NYSE Euronext and will continue to operate as a national securities exchange registered under Section 6 of the Act. Following the Mergers, the name of the new exchange will be NYSE Alternext U.S. LLC.

Following the Mergers, the Exchange will relocate all equities trading currently conducted on the Exchange legacy trading systems and facilities located at 86 Trinity Place, New York, New York (the “86 Trinity Trading Systems”), to the NYSE trading systems and facilities located at 11 Wall Street, New York, New York (the “NYSE Alternext Trading Systems”). The NYSE Alternext Trading Systems will be operated by the NYSE on behalf of the Exchange. Similarly, the Exchange will relocate all options trading currently conducted on the 86 Trinity Trading Systems to new facilities of the Exchange to be located at 11 Wall Street, which facilities will utilize a trading system based on the options trading system used by NYSE Arca, Inc. (“NYSE Arca”) (the “Options Relocation,” and, together with the Equities Relocation, the “Relocations”). Prior to completion of the Relocations, all trading on the 86 Trinity Trading Systems will continue to be governed by the existing Amex Rules, as amended pursuant to the Mergers. Upon completion of the Relocations, these legacy Amex Rules will be rescinded by the Exchange.

In connection with the Mergers, and after the Equities Relocation, the Exchange will trade all equities securities, as well as certain derivative products, currently listed on the Exchange on the NYSE Alternext Trading Systems.

The Exchange expects to discontinue the listing and trading of, including trading on an unlisted trading privileges (“UTP”) basis, exchange traded funds (“ETFs”) and certain other structured products, including index and currency warrants, and it is expected that such products will be listed and traded on NYSE Arca. The Exchange will also be discontinuing trading of bonds currently listed on the Exchange, and it is expected that such bonds will be traded on the NYSE Bonds^SM trading system. In the event that an ETF, structured product or bond issuer listed on the Exchange does not wish to move the listing to NYSE Arca or NYSE Bonds, as the case may be, such issuer would have the opportunity to seek a listing on another market. Note, however, that it is possible that movement of these listings may not be completed by the time of the Equities Relocation, in which case such products would continue to be traded at 86 Trinity Trading Systems until the transfer of the listings can be completed.

The Exchange does not intend to cross-list any NYSE-listed securities on the Exchange and does not intend to cross-list any Exchange-listed securities on the NYSE. The Exchange may in the future trade securities listed on other exchanges on a UTP basis, subject to certain technical adjustments to the NYSE Alternext Trading Systems necessary to support such trading. The Exchange will not trade NYSE-listed securities on a UTP basis and will not trade pursuant to UTP any securities that might in the future be traded on the NYSE pursuant to UTP.

As proposed in the rule filing concerning the Mergers, immediately following the closing of the Mergers, those persons and entities who were authorized to trade on the Amex before the closing of the Mergers, including Amex (i) owners, lessees or nominees of Regular Members or Options Principal Members (“OPMs”), (ii) limited trading permit holders, and (iii) associate members, will be deemed to have satisfied applicable qualification requirements necessary to trade in NYSE Alternext's demutualized marketplace and will be issued trading permits (referred to as “86 Trinity Permits”) at no cost. The 86 Trinity Permit will authorize owners, lessees or nominees of Amex Regular Members, OPMs, limited trading permit holders and associate members who were authorized to trade on the Amex immediately before the Mergers, to continue to trade on the 86 Trinity Trading Systems. Holders of the 86 Trinity Permits will be able to apply for an NYSE Alternext equities license or options trading permit upon the Equities and Options Relocations, as applicable. After the Equities Relocation, a holder of an 86 Trinity Permit will only be able to trade products other than those that have migrated to the NYSE Alternext Trading Systems. After the Options Relocation, the 86 Trinity Permits will be canceled.

The Exchange anticipates that the Equities Relocation will occur as soon as reasonably practicable following the date of the Mergers and that the Options Relocation will occur at or around February 2009. The transfer of ETFs, bonds and other structured products will be accomplished as soon as practicable after the closing of the Merger.

Proposed Rule Changes

Adoption of NYSE Rules 1-1004 as the NYSE Alternext Equities Rules

The Exchange proposes to adopt NYSE Rules 1-1004 as the “NYSE Alternext Equities Rules.” The adoption of the NYSE Alternext Equities Rules is necessary in order to conduct the equities business of the Exchange on the NYSE Alternext Trading Systems, since such rules reflect the market structure and features of the NYSE Alternext Trading Systems. Following the Equities Relocation, the NYSE Alternext Equities Rules would govern all equity transactions conducted on the NYSE Alternext Trading Systems. Because NYSE Alternext Trading Systems will be operated by the NYSE on behalf of the Exchange, the NYSE Alternext Equities Rules will be substantially identical to the existing NYSE Rules, subject to certain changes necessary to apply such rules to the Exchange.

In addition, the Exchange will require all those who register to become NYSE Alternext equities members to also become both NYSE members and FINRA members. To avoid unnecessary regulatory duplication, the Exchange proposes to adopt in substantially their current form the NYSE's member firm conduct rules (NYSE Rules 300-460), which govern the off-floor conduct of members and member organizations. Many of these rules were adopted by FINRA in 2007 as “Common Rules” pursuant to the 17d-2 Agreement between NYSE and FINRA.

The proposed NYSE Alternext Equities Rules are set forth in Exhibit 5 and are summarized below. A blackline comparison of the current NYSE Rules and the NYSE Alternext Equities Rules is attached as Exhibit 3A, together with a blackline of certain Amex Rules imported into the NYSE Alternext Equities Rules, attached as Exhibit 3B.

Summary of the Proposed NYSE Alternext Equities Rules

Amex Rule 0 and NYSE Alternext Equities Rule 0

The Exchange proposes the adoption of operative Amex Rule 0 to prescribe how trading will be conducted on the Exchange following the Mergers. For the period of time following the Equities Relocation and prior to the Options Relocation, options trading will continue to occur on the 86 Trinity Trading Systems.

Proposed Amex Rule 0 prescribes that, following the Mergers:

• All transactions conducted on or through the 86 Trinity Trading Systems will continue to be governed by the legacy rules of the Exchange, including Amex Rules 1-1605, Amex Company Guide and AEMI Rules 1-1500 (including Section 910 of Amex Company Guide), as amended (collectively, the “86 Trinity Rules”);
• All transactions conducted on or through the NYSE Alternext Trading Systems shall be governed by the “NYSE Alternext Equities Rules.”

In addition, the Exchange proposes to adopt NYSE Alternext Equities Rule 0 prescribing that all trading conducted on the NYSE Alternext Trading Systems shall be governed by the NYSE Alternext Equities Rules, except to the extent any 86 Trinity Rules are specifically designated as applying.

Proposed Amex Rule 0 and NYSE Alternext Equities Rule 0 also provide that existing NYSE Rules 475-477, to be adopted by the Exchange as Disciplinary Rules 475-477, will apply to all NYSE Alternext members and member organizations and will govern trading on both the 86 Trinity and NYSE Alternext Trading Systems.

Following the completion of the Options Relocation, the 86 Trinity Rules, including Amex Rule 0, will no longer be operative and will be rescinded by the Exchange.

Summary of Modifications to NYSE Rules as Adopted

As described above, the Exchange proposes to adopt as the NYSE Alternext Equities Rules NYSE Rules 1-1004, subject to a few substantive modifications. These proposed modifications are summarized in the bullets below and set forth in more detail in the chart that follows:

• Incorporation of three legacy Amex Rules into the NYSE Alternext Equities Rules, either to replace an existing NYSE Rule that is expected to be substantially amended in the near future (Amex Rules 135A and 193 substituted as NYSE Alternext Equities Rules 128 and 98, respectively) or, in one instance (Amex Rule 60-AEMI), to supplement the NYSE Alternext Equities Rules where there is no corresponding NYSE Rule (see NYSE Alternext Equities Rule 60A);
• Modifications to reflect the different nature of the businesses of NYSE and Amex members and member organizations, including net capital requirements and certain fees (see NYSE Alternext Equities Rules 103.10, 104.20-.24 and 129);
• Changes to address post-merger corporate and/or market structural issues, including changing the definitions of “Exchange” and “Floor” (see NYSE Alternext Equities Rules 1, 6 and 112), adding a provision to physically segregate the trading of NYSE Alternext Equities-listed securities from NYSE-listed securities on the Exchange Floor at 11 Wall (see NYSE Alternext Equities Rule 103B), and other such changes (see NYSE Alternext Equities Rules 2A, 18, 20-22, 28, 37, 46, 123E and 422);
• Changes to modify and/or remove rules related to ETFs, bonds and other structured products that will not trade on the NYSE Alternext Trading Systems (see NYSE Alternext Equities Rules 13, 36, 51, 55, 61, 65, 72, 79A, 85, 86, 103B, 104.10, 104B, 105, 119, 123D, 342, 414, 431, 460 and 1002);
• Changes to modify and/or remove rules that are obsolete, irrelevant or otherwise inapplicable to the use of the NYSE Alternext Trading Systems, including rules related to (i) the ITS System and the NMS Linkage Plan (see NYSE Alternext Equities Rules 13, 15A, 16, 17T, 45, 47, 52, 54, 60, 61, 79A, 90, 92-96, 104A, 115, 123, 123C, 123D, 900, 1000, 1002, 11Ac1-1); (ii) program or “basket” trading (see NYSE Alternext Equities Rules 36, 92, 96, 104.11A, 104.11B, 800 series); (iii) Registered Competitive Market Makers, Competitive Traders and Registered Options Representatives or Principals (see NYSE Alternext Equities Rules 36, 107A, 110, 111, 123, 132B, 345, 408, 900); (iv) the Medallion Signature program (see NYSE Alternext Equities Rule 200); (v) arbitration (see NYSE Alternext Equities Rules 600 series); (vi) options trading (see NYSE Alternext Equities Rules 431, 700 series); and (vii) other obsolete or inapplicable references (see NYSE Alternext Equities Rules 12, 13, 35, 38, 60, 61, 76, 90, 104, 115A, 122, 123D, 126, 132B, 168, 189, 274, 350, 407, 451, 452, 497, 1000).

In addition to the above-noted changes, the Exchange proposes adopting rules governing member organizations that are closely modeled on the existing NYSE membership rules, including rules defining member and member organizations (NYSE Alternext Equities Rule 2), governing the admission of members and member organizations (NYSE Alternext Equities Rules 300-308), the formation and approval of member organizations (NYSE Alternext Equities Rule 311), changes within member organizations (NYSE Alternext Equities Rule 312), and submission of partnership articles and corporate documents (NYSE Alternext Equities Rule 313) (collectively, the proposed “NYSE Alternext Equities Member Organization Rules”). The Exchange recognizes that the NYSE Alternext Equities Member Organization Rules may impose different or additional requirements than the current Amex rules concerning membership and that, post-Merger, there may be NYSE Alternext members or member organizations holding an 86 Trinity Permit that would not immediately qualify for membership under the NYSE Alternext Equities Rules.

The Exchange proposes that, upon the effective date of this rule filing (e.g., “Day 2”), all NYSE Alternext member organizations shall continue to be approved as NYSE Alternext member organizations, notwithstanding whether they meet the standards of the NYSE Alternext Equities Member Organization Rules at that time. This approval would be conditioned upon the member organization meeting the requirements of the NYSE Alternext Equities Member Organization Rules within a grace period of six months from the date that the member organization receives its NYSE Alternext equities trading license in exchange for a valid 86 Trinity Permit. As described in proposed Rule 300.10T, the Exchange would revoke a member organization's approval to trade if it fails to meet the requirements of the NYSE Alternext Equities Member Organization Rules by the close of the grace period. The Exchange would also reserve the right to commence proceedings to terminate such a member organization's membership, if applicable.

The Exchange further proposes that NYSE Alternext members be provided a grace period of six months within which to meet proposed NYSE Alternext Equities Rule 304A requirements to pass an examination requirement by the Exchange. The Exchange believes that this grace period should begin to run from the date that the individual member transfers to the NYSE Alternext Trading Systems, which may be a later date than the Equities Relocation.

The specific changes to each NYSE Rule as proposed for the NYSE Alternext Equities Rules are listed below.

After-Hours Trading on NYSE Alternext

As with equities trading during regular trading hours, NYSE Alternext will provide after-hours trading using the trading systems and facilities of the NYSE. Pursuant to the Equities Relocation, Crossing Session I (described below) will be provided to the Exchange's members and any trades executed therein will print as an NYSE Alternext execution. Crossing Session II will not be offered as a separate trading facility to members of the Exchange. The NYSE has indicated that Crossing Sessions III and IV, which were established as pilot programs, will be allowed to lapse at the end of their current authorization and thus the Exchange will not offer these Crossing Sessions to its members.

Crossing Session I, from 4:15 p.m. to 5 p.m., is for the execution of closing-price (single-sided or coupled) orders and Good Til Cross orders:

• Closing-price orders are orders to buy or sell a security at its closing price; orders may be singled-sided or coupled, so long as both sides of a coupled order are not proprietary (see NYSE Alternext Equities Rule 902(a)(ii));
• Good `Til Cross (GTX) orders are Good `Til Cancelled Orders (GTC) that have been designated as “Off-Hours eligible” for execution in after-hours Crossing Session I. GTX orders that are marketable at or better than the closing price migrate from the specialist’s limit order book to Crossing Session I (see NYSE Alternext Equities Rule 902(b)).

Trades entered in Crossing Session I are executed at the closing price on the Exchange; there are no new quotes or pricing during Crossing Session I. Partially or wholly unexecuted closing-price orders expire at the end of the after-hours trading sessions. Any GTX orders that remain partially or wholly unexecuted at the close of after-hours trading on the Exchange move back to the specialist's limit order book for trading the next business day as GTC orders. Prior to execution in Crossing Session I, a member may cancel any closing-price or migrated GTX orders.

2. Statutory Basis

The Exchange believes the proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6(b) of the Act. The Exchange believes that its proposal is consistent with and furthers the objectives of Section 6(b) of the Act, in general, and furthers the objectives of Section 6(b)(5) of the Act, in particular, in that it would create a trading and regulatory structure that is designed to promote just and equitable principles of trade, prevent fraudulent and manipulative acts and practices, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and, in general, protect investors and the public interest.

The Exchange believes that, pursuant to the Mergers, the separation and relocation of the Exchange's equities and options trading operations to the NYSE and NYSE Arca trading systems and facilities, respectively, will enhance its ability to provide quality products and services to its customers. The Exchange also believes that, with a dual market structure and diversified business model, it will ensure its ability to compete in the marketplace. The Mergers should also permit the new entity to improve its technology and engage in value-enhancing transactions designed to facilitate its long-term success.

The Exchange does not believe that the proposed change to a for-profit institution will undermine its responsibilities for regulating its marketplace. As described above, following the Mergers the regulatory functions of the Exchange will be carried out by NYSE Regulation, whose status as a not-for-profit entity will facilitate the Exchange in managing conflicts between its business and regulatory objectives, maintaining regulatory standards and complying with its obligations as a registered national securities exchange and self-regulatory organization.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any inappropriate burden on competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others

The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from persons or entities that trade on the Exchange or other interested parties.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding, or (ii) as to which the Amex consents, the Commission will:

(A) By order approve such proposed rule change; or

(B) institute proceedings to determine whether the proposed rule change should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's Internet comment form ( http://www.sec.gov/rules/sro.shtml ); or
• Send an e-mail to rule-comments@sec.gov. Please include File Number SR-Amex-2008-63 on the subject line.

Paper Comments

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-Amex-2008-63. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/sro.shtml ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Amex-2008-63 and should be submitted on or before August 28, 2008.